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Income Taxes | 12 Months Ended
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Dec. 31, 2025
Income Taxes |
Income Taxes | 11. Income Taxes The Company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that they will not be realized. “Income (loss) before provision for income taxes” as shown in the accompanying Consolidated Statements of Income (Loss) is comprised of the following (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31,
​ | ​ | 2025 | ​ | 2024 | ​ | 2023
Domestic | ​ | $ | (25,782) | ​ | $ | (37,232) | ​ | $ | (82,690)
Foreign | ​ | ​ | 45,410 | ​ | ​ | 43,432 | ​ | ​ | 41,151
Total | ​ | $ | 19,628 | ​ | $ | 6,200 | ​ | $ | (41,539)
​ Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss) consist of the following (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31,
​ | ​ | 2025 | ​ | 2024 | ​ | 2023
Current | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Federal | ​ | $ | 691 | ​ | $ | (6,807) | ​ | $ | 1,748
Foreign | ​ | ​ | 5,460 | ​ | ​ | 6,529 | ​ | ​ | 5,248
State and local | ​ | ​ | 499 | ​ | ​ | 503 | ​ | ​ | 564
Total current expense | ​ | ​ | 6,650 | ​ | ​ | 225 | ​ | ​ | 7,560
Deferred expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Federal | ​ | ​ | (1,085) | ​ | ​ | (649) | ​ | ​ | 39,634
Foreign | ​ | ​ | 630 | ​ | ​ | (1,453) | ​ | ​ | 573
State and local | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,180
Total deferred expense (benefit) | ​ | ​ | (455) | ​ | ​ | (2,102) | ​ | ​ | 49,387
Provision for income taxes | ​ | $ | 6,195 | ​ | $ | (1,877) | ​ | $ | 56,947
​ The table below provides the updated requirements of ASU 2023-09 for the year ended December 31, 2025. See Note 2, Summary of Significant Accounting Policies—Recent accounting pronouncements for additional details on the adoption of ASU 2023-09. The following table presents total cash paid, net of refunds, for income taxes disaggregated by jurisdiction (in thousands):
​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | December 31, 2025
Federal | ​ | $ | 1,553
State | ​ | ​ | 201
Foreign | ​ | ​ | ​
Canada | ​ | ​ | 3,197
Argentina | ​ | ​ | 833
Other | ​ | ​ | 1,388
Total | ​ | $ | 7,172
​ For the years ended December 31, 2024, and 2023, total net cash paid for income taxes were $6.7 million and $7.1 million, respectively. A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025, is as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, 2025 | ​
​ | ​ | $ | ​ | % | ​
U.S. statutory tax rate | ​ | $ | 4,122 | ​ | ​ | 21.0 | %
State and local taxes, net of federal benefit (a)(b) | ​ | ​ | 329 | ​ | ​ | 1.7 | ​
Foreign tax effects | ​ | ​ | ​ | ​ | ​ | ​ | ​
Canada - Rate Differential | ​ | ​ | 438 | ​ | ​ | 2.2 | ​
Canada -Other | ​ | ​ | 105 | ​ | ​ | 0.5 | ​
Foreign withholding taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​
Canada withholding taxes | ​ | ​ | 913 | ​ | ​ | 4.7 | ​
Argentina withholding taxes | ​ | ​ | 510 | ​ | ​ | 2.6 | ​
Other | ​ | ​ | 850 | ​ | ​ | 4.3 | ​
Earnings and adjustments attributable to non-controlling interests (c)(d) | ​ | ​ | (57) | ​ | ​ | (0.3) | ​
Effect of changes in tax laws or rates enacted in the current period | ​ | ​ | 838 | ​ | ​ | 4.3 | ​
Effect of cross-border tax laws | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deferred impact on organizational restructure - Canada | ​ | ​ | (362) | ​ | ​ | (1.8) | ​
Deemed royalty | ​ | ​ | 364 | ​ | ​ | 1.9 | ​
Foreign Tax Credits | ​ | ​ | (3,079) | ​ | ​ | (15.7) | ​
Nontaxable or nondeductible items | ​ | ​ | ​ | ​ | ​ | ​ | ​
Share-based payment awards | ​ | ​ | 853 | ​ | ​ | 4.3 | ​
162(m) compensation limitation | ​ | ​ | 243 | ​ | ​ | 1.2 | ​
Other | ​ | ​ | (160) | ​ | ​ | (0.8) | ​
Changes in Valuation Allowances Federal | ​ | ​ | 758 | ​ | ​ | 3.9 | ​
Other Adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other | ​ | ​ | (470) | ​ | ​ | (2.4) | ​
​ | ​ | $ | 6,195 | ​ | ​ | 31.6 | %
(a) | The Company does not expect to have material state income tax expense. The states with the highest expected impact are Colorado, California, Minnesota, Florida, New Jersey, Pennsylvania and Illinois.
(b) | Encompasses state tax liabilities and any state-specific tax adjustments such as the write-off of state deferred tax assets (including valuation allowances on state net operating losses (“NOL”s) and other state tax differences.
(c) | The majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest owns approximately 40%, that proportion of the Company’s income is not subject to U.S. or state income tax rates.
(d) | Approximately 40% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings.
​ As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, a reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, | ​
​ | ​ | 2024 | ​ | 2023 | ​
U.S. statutory tax rate | ​ | ​ | 21.0 | % | ​ | 21.0 | %
State and local taxes, net of federal benefit | ​ | ​ | 5.7 | ​ | ​ | 3.7 | ​
Income attributable to non-controlling interests (a) | ​ | ​ | (12.7) | ​ | ​ | (16.3) | ​
Subtotal | ​ | ​ | 14.0 | % | ​ | 8.4 | %
Non-creditable foreign and domestic taxes - non-controlling interest (b)(c) | ​ | ​ | 30.7 | ​ | ​ | (4.6) | ​
Non-creditable foreign taxes - RE/MAX Holdings (c)(d) | ​ | ​ | 8.7 | ​ | ​ | (0.5) | ​
Foreign derived intangible income deduction | ​ | ​ | (8.6) | ​ | ​ | — | ​
Other permanent differences | ​ | ​ | 23.3 | ​ | ​ | (3.4) | ​
Uncertain tax positions | ​ | ​ | — | ​ | ​ | 2.4 | ​
Foreign Tax Rate Differential | ​ | ​ | (2.5) | ​ | ​ | — | ​
162(m) compensation limitation | ​ | ​ | 1.6 | ​ | ​ | — | ​
Valuation Allowance | ​ | ​ | (108.0) | ​ | ​ | (153.1) | ​
Effect of permanent difference - adjustment TRA liability | ​ | ​ | 4.8 | ​ | ​ | 15.0 | ​
Other | ​ | ​ | 5.7 | ​ | ​ | (1.3) | ​
​ | ​ | ​ | (30.3) | % | ​ | (137.1) | %
(a) | Given the majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest owns approximately 40%, that proportion of the Company’s income is not subject to U.S. or state income tax rates.
(b) | Approximately 40% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings.
(c) | The percentage impact of these items in 2023 switched directionally because the Company’s pre-tax net income changed from positive to negative.
(d) | While a portion of foreign taxes are creditable within the U.S. since Canada’s tax rate is higher than the U.S. statutory rate a portion of the tax paid will not be creditable.
​ The components of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of December 31,
​ | ​ | 2025 | ​ | 2024
Deferred tax assets | ​ | ​ | ​ | ​ | ​ | ​
Goodwill, other intangibles and other assets | ​ | $ | 22,921 | ​ | $ | 28,322
Settlement charge | ​ | ​ | — | ​ | ​ | 1,180
Imputed interest deduction pursuant to tax receivable agreements | ​ | ​ | 1,763 | ​ | ​ | 1,987
Operating lease liabilities | ​ | ​ | 3,303 | ​ | ​ | 4,398
Compensation and benefits | ​ | ​ | 3,427 | ​ | ​ | 5,238
Allowance for doubtful accounts | ​ | ​ | 2,334 | ​ | ​ | 1,043
Property and equipment | ​ | ​ | 1,749 | ​ | ​ | 442
Deferred revenue | ​ | ​ | 4,055 | ​ | ​ | 3,624
Foreign tax credit carryforward | ​ | ​ | 16,960 | ​ | ​ | 14,919
Net operating loss carryforward | ​ | ​ | 2,795 | ​ | ​ | 1
163j business interest limitation carryforward | ​ | ​ | 11,757 | ​ | ​ | 9,987
Other | ​ | ​ | 2,319 | ​ | ​ | 3,812
Total deferred tax assets | ​ | ​ | 73,383 | ​ | ​ | 74,953
Valuation allowance (a) | ​ | ​ | (68,812) | ​ | ​ | (69,211)
Total deferred tax assets, net of valuation allowance | ​ | ​ | 4,571 | ​ | ​ | 5,742
Deferred tax liabilities | ​ | ​ | ​ | ​ | ​ | ​
Goodwill, other intangibles and other assets | ​ | ​ | (10,289) | ​ | ​ | (10,888)
Operating lease assets | ​ | ​ | (1,722) | ​ | ​ | (2,408)
Other | ​ | ​ | (753) | ​ | ​ | (894)
Total deferred tax liabilities | ​ | ​ | (12,764) | ​ | ​ | (14,190)
Net deferred tax assets and liabilities | ​ | $ | (8,193) | ​ | $ | (8,448)
(a) | In 2025 and 2024, a valuation allowance was recorded against the Company’s deferred tax assets as a result of a combined three-year cumulative loss primarily due to the settlement of the 2023 industry class-action lawsuits.
As of December 31, 2025, the Company had $17.0 million in unutilized foreign tax credit carryforwards. If unused, the carryforwards will begin to expire during the years 2027-2035. This amount has a valuation allowance recorded against it as of December 31, 2025. As of December 31, 2025, the Company had $11.8 million of disallowed interest expense carryforwards under Section 162(j) of the Internal Revenue Code. These carryforwards do not expire and can be used to offset future taxable income, subject to annual limitations. This amount has a valuation allowance booked against it as of December 31, 2024. Net deferred tax assets are recorded for differences between the financial reporting basis and the tax basis of Holdings’ proportionate share of the net assets of RMCO. The Company recognizes deferred tax assets to the extent, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations If not expected to be realized, a valuation allowance is recorded to offset the deferred tax asset. As of December 31, 2025 a valuation allowance has been recorded against the company’s deferred tax assets. For December 31, 2025 and 2024, the Company did not provide for deferred taxes on unremitted earnings of foreign subsidiaries that are permanently reinvested, for which withholding taxes would be due upon repatriation. The estimated amount of additional tax that would be payable on this income if distributed would be immaterial. The Company is subject to taxation in the U.S., various states, and in non-U.S. jurisdictions. The Company’s U.S. income tax returns are primarily subject to examination from 2022 forward; however, U.S. tax authorities also have the ability to review prior tax years to the extent loss carry-forwards and tax credit carryforwards are utilized. The open years for non-U.S. tax returns range from 2016 through 2024 based on local statutes. Uncertain Tax Positions During 2021 and in connection with the INTEGRA acquisition, the Company assumed an uncertain tax position related to certain U.S. tax matters and also recorded a largely offsetting related indemnification asset. In 2023, 2024, and 2025 a portion of the uncertain tax position and related indemnification asset assumed in connection with the INTEGRA acquisition were reversed as a result of lapse of applicable statute of limitations. As of December 31, 2025 there is no reserve for uncertain tax positions. Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties is as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of December 31,
​ | ​ | 2025 | ​ | 2024 | ​ | 2023
Balance, January 1 | ​ | $ | 30 | ​ | $ | 258 | ​ | $ | 1,014
Decrease related to prior year tax positions | ​ | ​ | (30) | ​ | ​ | (228) | ​ | ​ | (756)
Balance, December 31 (a) | ​ | $ | — | ​ | $ | 30 | ​ | $ | 258
(a) | Excludes accrued interest and penalties of $0.1 million for the year ended December 31, 2023. As of December 31, 2025, there is no accrued interest and penalties. Interest and penalties are recognized in “Income taxes payable” within the Consolidated Balance Sheets.

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